The GENT buyout for cash is recent example of management not protecting the interests of their US shareholders.
(1) How much of the company is owned by US shareholders? Surely that should affect the decision.
(2) I think that it probably is not possible in this case. All JAZZ US shareholders had a deemed sale when it merged into an Irish company a couple years ago even though the shareholding did not change (same thing happened to Eaton last year). I think non-recognition is available for only US corps. Not worth looking up for me though.